Sec Form 4 Filing - Yang Xiaodong @ Apexigen, Inc. - 2023-08-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Yang Xiaodong 2. Issuer Name and Ticker or Trading Symbol Apexigen, Inc. [ APGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O AGEXIGEN, INC., 900 INDUSTRIAL ROAD, SUITE C 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2023 (Street) SAN CARLOS, CA94070 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/23/2023 A 400,000 ( 1 ) A $ 0 932,890 D Common Stock 08/23/2023 F( 2 ) 69,161 D $ 0.3851 863,729 ( 3 ) D Common Stock 08/23/2023 D 863,729 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 1.27 08/23/2023 D 219,950 ( 5 ) 10/29/2023 Common Stock 219,950 ( 5 ) 0 D Employee Stock Option (right to buy) $ 1.47 08/23/2023 D 20,489 ( 6 ) 06/25/2025 Common Stock 20,489 ( 6 ) 0 D Employee Stock Option (right to buy) $ 1.66 08/23/2023 D 461,015 ( 7 ) 10/30/2025 Common Stock 461,015 ( 7 ) 0 D Employee Stock Option (right to buy) $ 2.25 08/23/2023 D 35,856 ( 8 ) 12/16/2026 Common Stock 35,856 ( 8 ) 0 D Employee Stock Option (right to buy) $ 2.25 08/23/2023 D 30,734 ( 9 ) 02/17/2027 Common Stock 30,734 ( 9 ) 0 D Employee Stock Option (right to buy) $ 3.62 08/23/2023 D 295,978 ( 10 ) 05/22/2028 Common Stock 295,978 ( 10 ) 0 D Employee Stock Option (right to buy) $ 6.54 08/23/2023 D 99,373 ( 11 ) 02/14/2029 Common Stock 99,373 ( 11 ) 0 D Employee Stock Option (right to buy) $ 7.03 08/23/2023 D 12,296 ( 12 ) 02/20/2030 Common Stock 12,296 ( 12 ) 0 D Employee Stock Option (right to buy) $ 4.59 08/23/2023 D 79,906 ( 13 ) 02/20/2030 Common Stock 79,906 ( 13 ) 0 D Employee Stock Option (right to buy) $ 4.59 08/23/2023 D 38,417 ( 14 ) 02/12/2031 Common Stock 38,417 ( 14 ) 0 D Employee Stock Option (right to buy) $ 2.46 08/23/2023 D 305,000 ( 15 ) 10/07/2032 Common Stock 305,000 ( 15 ) 0 D Warrant (right to buy) $ 11.5 08/23/2023 D 10,000 ( 16 ) 07/29/2027 Common Stock 10,000 ( 16 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yang Xiaodong C/O AGEXIGEN, INC. 900 INDUSTRIAL ROAD, SUITE C SAN CARLOS, CA94070 X Chief Executive Officer Signatures /s/ Francis Sarena, by power of attorney 08/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares are represented by restricted stock units, or RSUs, awarded upon the achievement of certain performance metrics of which 200,000 RSUs vested at the Effective Time as defined below and the remaining RSUs vest in two equal six month installments beginning on February 23, 2024. ( 2 )The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs. ( 3 )This amount includes 200,000 shares represented by RSUs. ( 4 )Pursuant to an Agreement and Plan of Merger, dated as of May 23, 2023 (the "Merger Agreement"), by and among the Issuer, Pyxis Oncology, Inc. ("Pyxis"), and Ascent Merger Sub Corp., at the effective time of the merger (the "Effective Time"), each share of Issuer common stock was exchanged for 0.1725 shares of Pyxis common stock and rounded down to the nearest whole share and each outstanding RSU was assumed by Pyxis and converted into a restricted stock unit for 34,500 shares of Pyxis common stock. ( 5 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 37,940 shares of Pyxis common stock at an exercise price of $7.37 per share. ( 6 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 3,533 shares of Pyxis common stock at an exercise price of $8.53 per share. ( 7 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 79,524 shares of Pyxis common stock at an exercise price of $9.63 per share. ( 8 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 6,184 shares of Pyxis common stock at an exercise price of $13.05 per share. ( 9 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 5,300 shares of Pyxis common stock at an exercise price of $13.05 per share. ( 10 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 51,055 shares of Pyxis common stock at an exercise price of $20.99 per share. ( 11 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 17,141 shares of Pyxis common stock at an exercise price of $37.92 per share. ( 12 )The shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2020. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 2,120 shares of Pyxis common stock at an exercise price of $40.76 per share. ( 13 )The shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2020. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 13,783 shares of Pyxis common stock at an exercise price of $26.61 per share. ( 14 )The shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2021. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 6,626 shares of Pyxis common stock at an exercise price of $26.61 per share. ( 15 )The shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2022. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 52,612 shares of Pyxis common stock at an exercise price of $14.27 per share. ( 16 )The shares underlying the warrant are immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the warrant was assumed by Pyxis and converted into a warrant to purchase 1,725 shares of Pyxis common stock at an exercise price of $66.67 per share.

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